Form: 4

Statement of changes in beneficial ownership of securities

December 6, 2018

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Breslin Sean J.
(Last) (First) (Middle)
C/O AVALONBAY COMMUNITIES, INC.
BALLSTON TOWER, 671 N. GLEBE ROAD
(Street)
ARLINGTON VA 22203
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 12/03/2018 M 3,100 A $130.23 39,076.2405(1) D
Common Stock, par value $.01 per share 12/03/2018 S 3,100 D $189.13(2) 35,976.2405(1) D
Common Stock, par value $.01 per share 12/03/2018 M 752 A $132.95 36,728.2405(1) D
Common Stock, par value $.01 per share 12/03/2018 F 525(3) D $190.71 36,203.2405(1) D
Common Stock, par value $.01 per share 12/06/2018 S 266 D $188.5 35,937.2405(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $130.23 12/03/2018 M 3,100 02/13/2014(4) 02/13/2023 Common Stock 3,100 $0.00 1,544 D
Stock Option (Right to Buy) $132.95 12/03/2018 M 752 02/16/2013(5) 02/16/2022 Common Stock 752 $0.00 0(6) D
Explanation of Responses:
1. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.
2. This transaction was executed in multiple trades at prices ranging from $189.11 to $189.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. Reflects shares swapped via a stock swap option exercise to cover the exercise price of the options.
4. The options exercised were included in options granted under the issuer's Second Amended and Restated 2009 Equity Incentive Plan on 02/13/2013, which became exercisable in three equal annual installments beginning on 02/13/2014.
5. The options exercised were included in options granted under the issuer's Second Amended and Restated 2009 Equity Incentive Plan on 02/16/2012, which became exercisable in three equal annual installments beginning on 02/16/2013.
6. Following the reported transaction, the reporting person holds a total of 1,544 options to purchase the issuer's common stock. The options were granted on 2/13/2013 with an exercise price of $130.23, which vested in three equal installments beginning 2/13/2014.
Remarks:
Catherine T. White, as attorney-in-fact under Power of Attorney dated May 26, 2009 12/06/2018
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.